Polar Capital Technology Trust : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you have any doubt about what action you should take, it is recommended that you consult your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all your ordinary shares in Polar Capital Technology Trust plc please give this and the accompanying documents to the purchaser or transferee, or stockbroker, bank or other agent through whom the sale or transfer was made.

POLAR CAPITAL TECHNOLOGY TRUST PLC

(incorporated and registered in England and Wales, registered number 3224867, as an investment company within the meaning of

Section 833 of the Companies Act 2006)

Registered office: 16 Palace Street, London, SW1E 5JD

NOTICE OF ANNUAL GENERAL MEETING

("AGM")

To be held at 2.30 p.m. on Thursday, 7 September 2023 at the offices of

Herbert Smith Freehills, Exchange House, Primrose Street,

London EC2A 2EG

Liverpool Street Station

A form of proxy for ordinary shareholders is provided for use at the Annual General Meeting. To be valid, the form of proxy should be completed and returned in accordance with the instructions thereon to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible but in any event so as to arrive not later than 48 hours before the time appointed for holding the meeting (excluding non-working days).

You are encouraged to complete and submit your form of proxy as soon as possible. Appointment of a proxy will not prevent you from attending and voting at the meeting if you subsequently find that you are able to do so.

POLAR CAPITAL TECHNOLOGY TRUST PLC

(incorporated and registered in England and Wales, registered number 3224867, as an investment company within the meaning of

Annual General Meeting ("AGM") of Polar Capital Technology Trust plc

(the "Company")

Dear Shareholder

I have the pleasure in inviting you to the Company's forthcoming Annual General Meeting ("AGM") which is being held at 2.30 p.m. on Thursday, 7 September 2023 at the offices of Herbert Smith Freehills, Exchange House, Primrose Street, London, EC2A 2EG. Enclosed with this letter is your formal notice of AGM ("Notice of AGM") set out on pages 5 and 6 of this document and a Form of Proxy.

We have considered feedback from AGM's held in prior years and analysed attendance levels pre, during and post-COVID. Due to the previous lack of take up for the option of attendance on-line, we are opting this year to hold an in-person only meeting and will not be providing a hybrid attendance option. We have also considered comments from shareholders on cost and location, and have this year decided to move the meeting to a central City location. We will therefore be using the auditorium at the offices of Herbert Smith Freehills, Exchange House, Primrose Street, London, EC2A 2EG (see page 9 for further information). We look forward to welcoming shareholders to the meeting who will receive a presentation from the Manager and his team and there will also be the opportunity to ask questions and meet the Board; light refreshments will be available following the meeting.

The Board believes that shareholder engagement remains important, especially in the current market conditions and is keen that the AGM be a participative event for all shareholders who attend. Shareholders are encouraged to send any questions ahead of the AGM to the Board via the Company Secretary at cosec@polarcapital.co.uk stating the subject matter as PCTT-AGM. Questions will be answered either directly or via the website.

The Notice of AGM will shortly be provided to shareholders and will also be available on the Company's website. Detailed explanations of the formal business and the resolutions to be proposed at the AGM is contained within the Shareholder Information section on pages 133 and 134 as well as the Notice of AGM. The formal business meeting will be attended by the Board, including the Committee Chairs, and the Managers, all of whom will be available to respond to questions and concerns from shareholders prior to, during and after the meeting.

All voting on the formal business will be conducted on a Poll; you are therefore encouraged to submit your votes by proxy ahead of the meeting in accordance with the notes to the Notice of AGM on pages 7 and 8. If you would like to vote on the resolutions in person but cannot attend the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the Notice of AGM and noted on the reverse of the Proxy Card.

The purpose of this letter is to explain the business to be considered at the AGM.

Resolution 1 - To receive the Annual Report and Financial Statements

The first item of business is for the Annual Report and Financial Statements for the year ended 30 April 2023 to be presented to the AGM. The Annual Report has been sent to shareholders and is available from the Company's website. Shareholders will be given an opportunity at the meeting to ask questions or can submit questions by email as detailed above.

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LETTER FROM THE CHAIR continued

Resolutions 2 & 3 - Directors' Remuneration Policy & Directors' Remuneration Implementation Report (pages 85 to 89 of the Annual Report)

Resolution 2 seeks shareholder approval to renew the forward looking Remuneration Policy which lasts for up to three years. The current Policy was approved by shareholders at the 2020 AGM and will expire on 30 April 2024 unless renewed. The Policy being presented for renewal is unchanged from the current Policy and will apply to the three financial years commencing 1 May 2024 and ending on 30 April 2027.

Resolution 3 seeks approval, on an advisory basis, of the Remuneration Implementation Report, which looks back at the remuneration paid to the Directors for the year ended 30 April 2023.

Resolutions 4 to 9 - Election of Directors

In accordance with the AIC Corporate Governance Code, it is recommended that all Directors retire annually and, with the support of the Board, stand for re-election by shareholders annually. Biographies of each of the Directors can be found on pages 8 and 9 of the Annual Report.

The Board has confirmed, following a performance review that the Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles. The Board also considered the specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, these reasons are set out below:

Catherine Cripps - Catherine joined the Board in 2021 and assumed the role of Chair in September 2022. She brings to the Board a wealth of investment industry experience following a number of roles including Investment Director and Head of Research at GAM International. Since taking on the role of the Chair, Catherine has been proactive in engaging and building relationships with the Manager and continues the strong link with Polar Capital, she has demonstrated effective leadership skills.

Tim Cruttenden - Tim has extensive technology private equity investment experience and brings an alternative investment perspective to discussions on the portfolio. The Board and Manager value the investment debates at meetings particularly where Tim focusses on new themes and they welcome the continued contribution from him.

Charlotta Ginman - Charlotta has recent and relevant financial and investment expertise with a strong accounting background which enables her to perform in depth analyses of the Company's Financial Statements in conjunction with the external service providers. Charlotta actively works with Polar Capital and the Auditors to ensure a smooth year-end process and audit. She has brought her considerable experience of audit, governance and related regulatory matters as they apply to the Company. Charlotta will hand over the Chair of the Audit Committee to Jane Pearce on 31 October 2023 but will remain on the Board as a non-executive Director.

Where there might be concern of over-boarding, as three of Charlotta's roles are with investment companies that typically have only five Board meetings a year and the other companies are all AIM listed, with less regulatory burden than a premium listing, Charlotta has sufficient time to devote to each of her roles.

Charles Park - Charles has extensive equity investment experience and brings to the Board current and active knowledge of the industry from a different, value based investment approach which contributes to Board and Manager discussions. He also brings his understanding of investment management firms, fees and the private client wealth management sector. Charles has helped the Board by bringing perspectives from elsewhere to give us context and insight into investment markets. He has also brought his interest in ESG issues to our discussions.

Jane Pearce - Jane is an experienced non executive director and Chartered Accountant with over 20 years' financial markets experience including as a technology equity research analyst. She is a keen participant in meetings often bringing a new perspective to discussions. Jane will assume the role of Chair of the Audit Committee on 31 October 2023 ahead of the retirement of Charlotta Ginman from the Board in 2024.

Stephen White - Stephen has many years of investment and financial experience including as an investment company manager, which he brings to the Board. He has been particularly interested in our Manager's individual stock holdings and has encouraged helpful debate. He also has wide experience of the institutional and investment company sector, of its fees, clients and approaches. Stephen also holds audit committee chair positions elsewhere which bring extra support to our Audit committee.

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Resolutions 10 and 11 - Appointment of Auditor

There is a requirement to appoint an auditor at each general meeting at which accounts are laid before the Company, with the expectation that the auditor will then hold office until the next such meeting. Shareholders are required to approve the appointment of the Company's auditor each year and to determine or authorise the Directors to determine the auditor's remuneration. Following the implementation of the Competition and Markets Authority Order on Statutory Audit Services, only the Audit Committee may negotiate and agree the terms of the auditor's service agreement. Resolution 10 covers the re-appointment of KPMG LLP and Resolution 11 authorises the Directors, on the recommendation of the Audit Committee, to determine their remuneration.

Resolution 12 - Allotment of Shares

Resolution 12 deals with the Directors' authority to allot ordinary shares. At the last AGM of the Company the Directors were given authority to allot ordinary shares in the capital of the Company and this authority shall expire at the end of this year's AGM. Resolution 12 will, if passed, renew this authority to allot shares on broadly the same terms up to a nominal amount of £3,432,875, representing approximately 10 per cent., 13,731,500 shares of the issued ordinary share capital of the Company as at 13 July 2023 (the latest practicable date prior to the production of this letter). This authority will last until the next AGM of the Company, expected to be in September 2024. New ordinary shares will not be allotted and issued at below estimated NAV. As at the date of this letter the Company holds 12,258,825 ordinary shares in treasury.

Resolution 13 - Disapplication of Statutory Pre-emption Rights

Resolution 13 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 12 for cash without, in certain circumstances, complying with the pre-emption rights in the Companies Act 2006. This authority will permit the Directors to allot ordinary shares up to a maximum nominal value of £3,432,875, representing approximately 10 per cent. (13,731,500 shares), of the issued ordinary share capital of the Company as at 13 July 2023 (the latest practicable date prior to publication of this letter) otherwise than in connection with an offer to existing shareholders. This authority also permits the Directors to sell any shares which may be held in treasury. The authority contained in Resolution 13 will expire upon the expiry of the general authority conferred in Resolution 12. As with Resolution 12, the terms of Resolution 13 are broadly the same as last year's resolution.

The Directors' policy on the issue of new ordinary shares is for the net issue price (after an allocation of costs) to be above the live estimated Net Asset Value ('NAV') per ordinary share. Furthermore, the Directors will only take the decision to allot new ordinary shares if they can see worthwhile opportunities for investing the new funds.

The Directors consider that renewing the Company's share allotment authority is advantageous as any ordinary shares issued for cash will be at a price that will enhance the NAV for existing ordinary shareholders and may improve future liquidity. The Directors further believe that having the ability to issue shares at a premium to NAV should assist in avoiding the creation of an excessive and unsustainable share price premium to the NAV per ordinary share, which might increase the risks for new investors and potentially unnecessary instability in the shareholder base for the Company as a whole.

Since the AGM in September 2022, and up to 13 July 2023 no ordinary shares have been issued.

Resolution 14 - Authority to Purchase Ordinary Shares

Resolution 14 gives the Company authority to buy back its own ordinary shares in the market as permitted by the Companies Act 2006. If Resolution 14 is passed at the AGM, the Company may cancel or hold in treasury for later reissue all of the ordinary shares it may purchase pursuant to the authority granted to it. The Directors believe that to make such purchases in the market at appropriate times and prices is a suitable method of enhancing shareholder value. The Company would, within guidelines set from time to time by the Board, make either a single purchase or a series of purchases, when market conditions are suitable, with the aim of maximising the benefits to shareholders. Where purchases are made at prices below the prevailing NAV per ordinary share this will enhance the NAV for the remaining shareholders. It is therefore intended that purchases would only be made at prices below the NAV per ordinary share. Your Board considers that it will be most advantageous to shareholders for the Company to be able to make such purchases as and when it considers the timing to be favourable and therefore does not propose to set a timetable for making any such purchases.

Since the AGM in September 2022 and up to 13 July 2023, the Company has bought back 5,111,459 ordinary shares.

Resolution 14 limits the authority granted to the Board in line with the Financial Conduct Authority's rules, so that the number of shares that could be purchased does not exceed a maximum of £5,145,880 representing approximately 14.99 per cent. of the Company's issued ordinary share capital as at 13 July 2023 (the latest practicable date prior to publication of this letter). The Resolution sets the maximum price that may be paid by the Company to 105 per cent. of the average middle-market quotation for an ordinary share on the 5 business days immediately preceding the date of the relevant

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